JEFFERSON-PILOT NOMINATES SEVEN DIRECTORS FOR ELECTION AT ANNUAL
MEETING; BOARD REJECTS SLATE PROPOSED BY LOUISE PARSONS
GREENSBORO, N.C., Feb. 10 /PRNewswire/ -- Jefferson-Pilot Corporation's (NYSE: JP) said today that its Board of Directors considered and rejected the slate of dissident directors nominated by Louise Parsons for election at Jefferson-Pilot's annual meeting. The Board said that it would vigorously oppose the Parsons' slate.
The Board nominated a slate of seven individuals for directorships, all of whom, with one exception, are currently on the Board. W. Roger Soles, Chairman of Jefferson-Pilot Corporation, stated, "The present Board has a well-proven record of delivering maximum value to ALL Jefferson-Pilot shareholders. Jefferson-Pilot's performance has been far superior to industry and market averages for many years. Last week, Jefferson-Pilot announced another record year, with 1991 earnings up 16.6 percent over 1990.
"Jefferson-Pilot's returns to shareholders have reflected this excellent performance. From 1970-1991, Jefferson-Pilot's stock has appreciated 832 percent, which is more than double the 353 percent rise in the S&P 500, and our per-share dividend growth has been in excess of 11 percent annually over this same period. Assuming reinvestment of dividends, total returns to shareholders have been in excess of 22 percent annually since 1981," Soles said.
"Jefferson-Pilot is also in excellent financial condition. We have no long-term debt, virtually no non-performing assets, and the highest possible ratings from Standard & Poor's, Best's and Weiss Research," Soles stated.
The Jefferson-Pilot slate is an extremely well qualified and capable one, representing many different areas of business and education. The nominees, all of whom are "independent" directors, include six current Class III directors -- Joseph M. Bryan, private investor; William H. Cunningham, President, the University of Texas at Austin; Robert G. Greer, Chairman of the Board, Tanglewood Bank, Houston, Texas; Charles E. Hayworth, former Chairman of the Board, Alma Desk Company; Charles W. McCoy, former Chairman of the Board, President and Chief Executive Officer, Premier Bancorp, Inc.; and Martha A. Walls, President, Southern Newspapers, Inc.
In addition, the Board also nominated C.D. Spangler, Jr. to take the position being vacated by Albert G. Myers, Jr., who will retire from the Board following the 1992 Annual Meeting. Spangler, who served as a director of Jefferson-Pilot from 1987 to 1989, is President of the University of North Carolina, Chapel Hill.
A spokesman for Jefferson-Pilot said, "It is hard for us to understand why Donald Parsons is one of the nominees on the dissident slate, given that he was barred by the Securities and Exchange Commission in 1973 from association with any broker-dealer or investment advisor -- and Jefferson-Pilot is both. It is even more difficult to understand how Louise Parsons can make statements attempting to attribute our record earnings to the Parsons group's dissident efforts, statements which clearly demonstrate the Parsons group's lack of business knowledge and experience. The fact is that Jefferson-Pilot's excellent earnings are the result of many years of planned, conservative strategic growth, undertaken by a management and board that have great talents and experience," the spokesman said.
A copy of a letter sent by Jefferson-Pilot's Board to Louise Parsons, dated Feb. 10, follows:
Reference is made to your letter dated February 4, 1992 in which you advised this Corporation that you were recommending to the Nominating and Conflict of Interest Committee of the Board of Directors of this Corporation, and asked such Committee in turn to recommend to the full Board of Directors, the nomination of the seven individuals named in your letter for election as directors to fill the vacancies to be created when the terms of the current seven Class III directors expire at the 1992 Annual Meeting of Shareholders. That Meeting is currently scheduled for May 4, 1992.
Please be advised that, following careful deliberation, the Nominating and Conflict of Interest Committee decided at its February 10, 1992 meeting not to recommend the individuals named in your letter for nomination as directors. The Committee recommended to the Board that the current Class III directors be renominated, with the exception of Albert G. Myers, Jr., who will retire from the Board following the 1992 Annual Meeting. Enclosed is a copy of our press release naming the Corporation's nominees. As you can see, C.D. Spangler, Jr. has been nominated to take the spot being vacated by Mr. Myers. At its February 10, 1992 meeting, the Board accepted this recommendation. The Committee determined that the qualifications of the current Class III directors to serve as directors of the Corporation, as augmented by Mr. Spangler, are far superior to those of the individuals proposed by you. Neither the Committee nor the full Board believed that the recommendation of any member of your proposed slate would advance the interests of the Corporation or its shareholders. As a group, they lack the solid experience -- both in business generally and in the insurance industry in particular -- possessed by the Board's nominees. Moreover, your slate, which includes you, your husband and your legal counsel, lacks the diversity and depth possessed by the Board's nominees. Finally, in light of the consent decree entered into by Mr. Parsons with the Securities and Exchange Commission barring him from association with or serving as a director of any broker-dealer or investment advisor or their affiliates, we do not believe that Mr. Parsons is qualified to serve on the Board of this Corporation which, through subsidiaries, is engaged in such business activities.
The Corporation is proud of its consistent record of superior performance over the years. The Committee and the Board have determined that the current Class III directors, plus Mr. Spangler, working together with the other incumbent directors, are best suited to continue the Corporation's successful policies and programs and to help the Corporation achieve its long-term goals. The Board sees no need to make a change in this successful team at this time.
Although the Corporation will not be recommending your proposed nominees in its proxy materials with respect to the 1992 Annual Meeting, you may well decide to solicit proxies in support of your slate. Please be advised, however, that the Board of Directors will oppose your nominees.
-0- 2/10/92
/CONTACT: John Still, Jefferson-Pilot Corporation, 919-691-3382/
(JP) CO: Jefferson-Pilot Corporation ST: North Carolina IN: TLS INS SU: PER

DF -- CH008 -- 8528 02/10/92 18:00 EST

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